Kennedy Thomas C 4
4 · Sun Country Airlines Holdings, LLC · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Sun Country (SNCY) Director Thomas C. Kennedy Disposes 37,862 Shares
What Happened
Thomas C. Kennedy, a director of Sun Country Airlines Holdings (SNCY), had 27,472 Company shares and 10,390 restricted stock units (RSUs) converted and disposed on May 13, 2026 as part of the merger with Allegiant. All 37,862 Sun Country holdings were exchanged for the merger consideration: $4.10 cash per Sun Country share (≈ $155,234 total) plus 0.1557 Allegiant shares per Sun Country share (≈ 5,895 Allegiant shares). This was a disposition due to the merger, not an open-market sale.
Key Details
- Transaction date: May 13, 2026; Form 4 filed May 15, 2026 (timely filing).
- Type: Disposition to issuer (Code D) as part of the Agreement and Plan of Merger.
- Consideration per share: $4.10 cash + 0.1557 Allegiant common shares.
- Shares/units converted: 27,472 direct Company shares + 10,390 RSUs = 37,862 total.
- Cash received (approx.): $155,234.20; Allegiant shares received (approx.): 5,895.
- Shares owned after transaction: the reported Sun Country common stock and RSUs were converted/cancelled as part of the merger (no remaining Company common shares reported).
- Footnotes: RSUs were vested (to the extent unvested) and cancelled and converted; Sun Country reorganized as Sun Country Airlines Holdings, LLC following the mergers.
Context
This disposition reflects the merger closing mechanics—shareholders received a fixed cash amount plus Allegiant stock under the merger agreement—so it’s not an indicator of insider sentiment via market selling. For retail investors, such merger-related conversions are routine corporate-actions that change the form of ownership (cash + parent company shares) rather than voluntary insider sales.
Insider Transaction Report
- Disposition to Issuer
COMMON STOCK
[F1][F2][F3][F4]2026-05-13−37,862→ 0 total
Footnotes (4)
- [F1]On May 13, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 11, 2026, by and among Sun Country Airlines Holdings, Inc. ("Sun Country" ), Allegiant Travel Company ("Allegiant"), Mirage Merger Sub, Inc. ("Merger Sub 1") and a direct wholly owned subsidiary of Allegiant, Sawdust Merger Sub, LLC ("Merger Sub 2"), a direct wholly owned subsidiary of Allegiant: (a) Merger Sub 1 merged with and into Sun Country (the "First Merger"), with Sun Country surviving the First Merger as a direct wholly owned subsidiary of Allegiant and (b) immediately after the First Merger, Sun Country merged with and into Merger Sub 2, with Merger Sub 2 surviving as a direct, wholly owned subsidiary of Allegiant (the "Second Merger" and, together with the First Merger, the "Mergers"). All terms capitalized but not defined herein shall have the meaning given to them in the Merger Agreement.
- [F2](Continued from footnote 1) Following consummation of the Mergers, Sun Country Airlines Holdings, Inc. is now known as Sun Country Airlines Holdings, LLC.
- [F3]Reflects 27,472 shares of Sun Country common stock ("Company Shares"), par value $0.01 per share, held directly by the reporting person, which, as of the effective time of the First Merger (the "First Effective Time") were converted into the right to receive (a) $4.10 in cash, without interest (the "Per Share Cash Consideration") and (b) 0.1557 (the "Merger Exchange Ratio") shares of Allegiant common stock ("Parent Shares"), par value $0.001 per share (the "Per Share Stock Consideration" and, together with the Per Share Cash Consideration, the "Merger Consideration").
- [F4]Reflects each outstanding Sun Country restricted stock unit award ("Company RSU Award") consisting of 10,390 restricted stock units previously granted to the reporting person, which, as of immediately prior to the First Effective Time, such Company RSU Awards became fully vested (to the extent not yet vested) and were cancelled and converted into the right to receive the Merger Consideration.